SBARRO INC
8-K, 1998-06-18
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 17, 1998



                                  SBARRO, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    New York
             ------------------------------------------------------
                 (State or other jurisdiction of incorporation)


         1-8881                                            11-2501939
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


                   763 Larkfield Road, Commack, New York 11725
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (516) 864-0200


                                 Not Applicable
             ------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>






Item 5.     Other Events..
- -------     --------------

            On June 17,  1998,  the Company  issued a press  release (the "Press
Release")  reporting  that (i)  negotiations  regarding a proposal by the Sbarro
Family for the  acquisition  of all shares of the Company not owned by them have
been  terminated,  (ii)  it and  its  investment  banker  will  explore  various
strategic  alternatives  for  the  benefit  of all  shareholders,  (iii)  it was
continuing  the  suspension  of dividends  and that its Board of Directors  will
evaluate the declaration of future  dividends in light of  circumstances as they
exist at the time and (iv) it  intends  to  reschedule  its  Annual  Meeting  of
Shareholders to on or about August 19, 1998.

            A copy of the Press  Release is  attached  to this report as Exhibit
99.01.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
- -------     -------------------------------------------------------------------

      (a)   Financial statements of business acquired:

            Not applicable.

      (b)   Pro forma financial information:

            Not applicable.

      (c)   Exhibits:

            99.01: Sbarro, Inc. Press Release dated June 17, 1998.

                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                  SBARRO, INC.


Date: June 17, 1998                               By: /s/ Mario Sbarro
                                                     ---------------------------
                                                      Mario Sbarro,
                                                      Chairman of the Board







                                       -2-

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number               Description
- ------               -----------

99.01                Sbarro, Inc. Press Release dated June 17, 1998.







                                       -3-




[LOGO]

                                  PRESS RELEASE


CONTACT:     Robert S. Koebele
             Vice President, Finance
             SBARRO, INC.
             (516) 864-0203


                        SUMMARY:    SBARRO,   INC.   announces   termination  of
                                    negotiations    with   the   Sbarro   Family
                                    regarding  the proposed  acquisition  of all
                                    public   shares;   will  explore   strategic
                                    alternatives;    suspension   of   dividends
                                    continued.


FOR IMMEDIATE RELEASE

Commack, L.I., New York ........................................   June 17, 1998

            Sbarro,  Inc.  (listed New York Stock Exchange "SBA") announced that
negotiations  regarding a proposal by the Sbarro Family for the  acquisition  of
all shares of the  Company not owned by them have been  terminated.  The Company
reported that agreement  concerning the terms of the proposed  transaction could
not be reached by the Sbarro  Family with the Special  Committee of the Board of
Directors appointed to negotiate the proposed transaction.

            The Company  stated that it and its  investment  banker will explore
various strategic alternatives for the benefit of all shareholders.

            The Company also  announced that it was continuing the suspension of
dividends,  stating that its Board of Directors will evaluate the declaration of
future dividends in light of circumstances as they exist at the time.

            The Company  further  announced  that it intends to  reschedule  its
Annual Meeting of Shareholders to on or about August 19, 1998.

            The Company  develops and operates a national chain of family-style,
cafeteria-type  Italian  restaurants  under the Sbarro name.  At April 19, 1998,
there were 871 Sbarro restaurants in operation,  628 of which were Company-owned
and 243 of which were franchised.







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